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MESSAGE _ENGLISH VERSION_
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NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,
OR JAPAN OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE RESTRICTED
OR PROHIBITED BY LAW.The
Management Board of XTB S.A. _the "Company"_ announces that
on 19 May 2025, it was notified by the Company's shareholder - XX
ZW Investment Group S.A._the "Shareholder"_
_the "Notification"_, that on 19 May 2025, the accelerated
book-building process directed at certain selected investors meeting
specified criteria _the "ABB"_, the purpose of which was
the sale by the Shareholder of dematerialised ordinary bearer shares in
the Company _the "Sale Shares"_, has been completed.
Pursuant to the
Notification, as a result of the ABB:1.
the sale
price of one Sale Share was set at PLN 78.00; and2.
the final
number of the Sale Shares was set at
9,405,540
which constitutes 8.00% of the shares in the
share capital of the Company and 8.00% of the total number of votes in
the Company.
Following the
settlement of the sale transactions within the ABB, the Shareholder will
hold 42,067,329 shares in the Company,
representing 35.78% of the shares in the Company's share capital and
35.78% of the total number of votes in the Company.
In
connection with the ABB, the Shareholder has undertaken, subject to
standard practice exceptions, to comply with a lock-up undertaking in
respect of the shares remaining in the Company for a period of 180 days
from the date of the settlement of the sale transactions of the Sale
Shares within the ABB.
In
connection with the ABB, Santander Bank Polska S.A. - Santander Biuro
Maklerskie together with BANCO SANTANDER, S.A., and UBS
AG London Branchacted
as the Global Coordinators and the Joint Bookrunners.
This material does
not constitute an advertisement within the meaning of Article 22 of
Regulation _EU_ 2017/1129 of the European Parliament and of the Council
of 14 June 2017 on the prospectus to be published when securities are
offered to the public or admitted to trading on a regulated market, and
repealing Directive 2003/71/EC.
Neither this
material nor any part hereof is intended for distribution, whether
directly or indirectly, within the territory of or in the United States
of America or other jurisdictions where such distribution, publication,
or use may be subject to restrictions or may be prohibited by law. The
securities referred to in this material have not been and will not be
registered under the U.S. Securities Act of 1933, as amended _the "U.S.
Securities Act"_, and may only be offered or sold within the United
States under an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act.
This material _and
the information therein_ does not contain or constitute or form part of
any offer or invitation, or any solicitation or recommendation of an
offer, for securities, and under no circumstances shall it form the
basis of a decision on whether or not to invest in the securities of the
Company.
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RB: Zawiadomienie od XX ZW Investment Group S.A. o zakończeniu procesu sprzedaży akcji
Spółki w ramach przyspieszonej budowy księgi popytu i wynikach tego procesu
